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Exhibit 99.6
EXCHANGE AGENT AGREEMENT
THIS EXCHANGE AGENT AGREEMENT (this "Agreement") is made and
entered into
as of _______, 2005 by and between Toll Brothers Finance Corp.,
a Delaware
corporation (the "Issuer") and J. P. Morgan Trust Company,
National Association,
a national banking association organized and existing under the
laws of the
United States of America, and its successors as exchange agent
(the "Exchange
Agent").
RECITALS
The Issuer proposes to make an offer to exchange, upon the terms
and
subject to the conditions set forth in the Issuer's official
statement for
Exchange Offer dated [insert] (the "Prospectus"), and the
accompanying Letter of
Transmittal (as defined below, which together with the
Prospectus constitutes
the "Exchange Offer"), its 5.15% Senior Notes due 2015 (CUSIP
Nos. 88947E AF 7
and U88894 AC 1) (the "Restricted Securities") for an equal
principal amount of
its 5.15% Senior Notes due 2015 (the "Exchange Securities" and,
together with
the Restricted Securities, the "Securities.")
The Exchange Offer will commence upon the Issuer's providing
written
notice of such commencement to Exchange Agent (the "Effective
Time") and shall
terminate at 5:00 p.m., New York City time, on the date
described under the
terms set forth in the Prospectus (the "Expiration Date"),
unless the Exchange
Offer is extended by the Issuer and the Issuer notifies Exchange
Agent of such
extension in writing by 5:00 p.m., New York City time, on the
previous
Expiration Date, in which case, the term "Expiration Date" shall
mean the latest
date and time to which the Exchange Offer is extended. In
connection therewith,
the undersigned parties hereby agree as follows:
1. Appointment and Duties as Exchange Agent. Issuer hereby
authorizes J.
P. Morgan Trust Company, National Association, to act as
Exchange Agent in
connection with the Exchange Offer, and J. P. Morgan Trust
Company, National
Association, hereby agrees to act as Exchange Agent and to
perform the services
outlined herein in connection with the Exchange Offer on the
terms and
conditions contained herein.
2. Mailing to Holders of the Restricted Securities.
A. As soon as practicable after its receipt of certification
from the
Issuer as to the Effective Time, Exchange Agent will mail to
each Holder (as
defined in the indenture dated as of November 22, 2002 by and
among the Issuer,
Toll Brothers, Inc., the other guarantors that are parties
thereto and the
Exchange Agent, as successor to Bank One Trust Company, N.A., as
trustee (as
supplemented or amended, the "Indenture")), and to each
participant of The
Depository Trust Company ("DTC") identified by DTC as a
beneficial holder of any
Restricted Securities (i) a Letter of Transmittal with
instructions (including
instructions for completing a substitute Form W-9),
substantially in the form
attached hereto as Exhibit A (the "Letter of Transmittal"), (ii)
a Prospectus
and (iii) a Notice of Guaranteed Delivery substantially in the
form attached
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hereto as Exhibit B (the "Notice of Guaranteed Delivery") all in
accordance with
the procedures described in the Prospectus.
B. Issuer shall supply Exchange Agent with sufficient copies of
the
Prospectus, Letter of Transmittal and Notice of Guaranteed
Delivery to enable
Exchange Agent to perform its duties hereunder. Issuer shall
also furnish or
cause to be furnished to Exchange Agent a list of the holders of
the Restricted
Securities (including a beneficial holder list from DTC,
certificated Restricted
Securities numbers and amounts, mailing addresses, and social
security numbers),
unless waived by Exchange Agent.
3. ATOP Registration. As soon as practicable, Exchange Agent
shall
establish an account with DTC in its name to facilitate
book-entry tenders of
Restricted Securities through DTC's Automated Tender Offer
Program (herein
"ATOP") for the Exchange Offer.
4. Receipt of Letters of Transmittal and Related Items. From and
after the
Effective Time, Exchange Agent is hereby authorized and directed
to accept (i)
Letters of Transmittal, duly executed in accordance with the
instructions
thereto (or a manually signed facsimile thereof), and any
requisite collateral
documents from Holders of the Restricted Securities and (ii)
surrendered
Restricted Securities to which such Letters of Transmittal
relate. Exchange
Agent is authorized to request from any person tendering
Restricted Securities
such additional documents as Exchange Agent or the Issuer deems
appropriate.
Exchange Agent is hereby authorized and directed to process
withdrawals of
tenders to the extent withdrawal thereof is authorized by the
Exchange Offer.
5. Defective or Deficient Restricted Securities and Instruments.
A. As
soon as practicable after receipt, Exchange Agent will examine
instructions
transmitted by DTC ("DTC Transmissions"), Restricted Securities,
Letters of
Transmittal and other documents received by Exchange Agent in
connection with
tenders of Restricted Securities to ascertain whether (i) the
Letters of
Transmittal are completed and executed in accordance with the
instructions set
forth therein (or that the DTC Transmissions contain the proper
information
required to be set forth therein), (ii) the Restricted
Securities have otherwise
been properly tendered in accordance with the Prospectus and the
Letters of
Transmittal (or that book-entry confirmations are in due and
proper form and
contain the information required to be set forth therein) and
(iii) if
applicable, the other documents (including the Notice of
Guaranteed Delivery)
are properly completed and executed.
B. If any Letter of Transmittal or other document has been
improperly
completed or executed (or any DTC Transmission is not in due and
proper form or
omits required information) or the Restricted Securities
accompanying such
Letter of Transmittal are not in proper form for transfer or
have been
improperly tendered (or the book-entry confirmations are not in
due and proper
form or omit required information) or if some other irregularity
in connection
with any tender of any Restricted Securities exists, Exchange
Agent shall
promptly report such information to the Holder. If such
condition is not
promptly remedied by the Holder, Exchange Agent shall report
such condition to
the Issuer and await its direction. All questions as to the
validity, form,
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eligibility (including timeliness of receipt), acceptance and
withdrawal of any
Restricted Securities tendered or delivered shall be determined
by the Issuer,
in its sole discretion.
C. The Issuer reserves the absolute right (i) to reject any or
all tenders
of any particular Restricted Securities determined by the Issuer
not to be in
proper form or the acceptance or exchange of which may, in the
opinion of
Issuer's counsel, be unlawful and (ii) to waive any of the
conditions of the
Exchange Offer or any defect or irregularity in the tender of
any particular
Restricted Securities, and the Issuer's interpretation of the
terms and
conditions of the Exchange Offer (including the Letter of
Transmittal and Notice
of Guaranteed Delivery and the instructions set forth therein)
will be final and
binding.
6. Requirements of Tenders.
A. Tenders of Restricted Securities shall be made only as set
forth in
the Letter of Transmittal, and shall be considered properly
tendered only when
tendered in accordance therewith. Notwithstanding the provisions
of this
paragraph, any Restricted Securities that the Issuer's
President, Chief
Financial Officer, Chief Accounting Officer, or General Counsel,
or any other
person designated by the Issuer's President shall approve as
having been
properly tendered shall be considered to be properly
tendered.
B. Exchange Agent shall (a) ensure that each Letter of
Transmittal and the
related Restricted Securities or a bond power are duly executed
(with signatures
guaranteed where required) by the appropriate parties in
accordance with the
terms of the Exchange Offer; (b) in those instances where the
person executing
the Letter of Transmittal (as indicated on the Letter of
Transmittal) is acting
in a fiduciary or a representative capacity, ensure that proper
evidence of his
or her authority so to act is submitted; and (c) in those
instances where the
Restricted Securities are tendered by persons other than the
registered holder
of such Restricted Securities, ensure that customary transfer
requirements,
including any applicable transfer taxes, and the requirements
imposed by the
transfer restrictions on the Restricted Securities (including
any applicable
requirements for certifications, legal opinions or other
information) are
fulfilled.
7. Exchange of the Restricted Securities.
A. Promptly after the Effective Time, the Issuer will deliver
the form of
Exchange Securities to the Exchange Agent. Upon the Expiration
Date, Exchange
Agent is hereby directed to deliver or cause to be delivered
promptly Exchange
Securities to the Holders of Restricted Securities that properly
tendered such
Restricted Securities in accordance with the terms set forth in
the Exchange
Offer. The principal amount of the Exchange Securities to be
delivered to a
Holder shall equal the principal amount of the Restricted
Securities
surrendered.
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B. The Exchange Securities issued in exchange for certificated
Restricted
Securities shall be mailed by Exchange Agent, in accordance with
the
instructions contained in the Letter of Transmittal, by first
class or
registered mail, and under coverage of Exchange Agent's blanket
surety bond for
first class or registered mail losses protecting the Issuer from
loss or
liability arising out of the non-receipt or non-delivery of such
Exchange
Securities or the replacement thereof.
C. Notwithstanding any other provision of this Agreement,
issuance of the
Exchange Securities for accepted Restricted Securities pursuant
to the Exchange
Offer shall be made only after deposit with Exchange Agent of
the Restricted
Securities, the Letter of Transmittal and any other required
documents.
8. Securities Held in Trust. The Exchange Securities and any
cash or other
property (the "Property") deposited with or received by Exchange
Agent (in such
capacity) from the Issuer shall be held in a segregated account,
solely for the
benefit of Issuer and Holders tendering Restricted Securities,
as their
interests may appear, and the Property shall not be commingled
with securities,
money, assets or property of Exchange Agent or any other party.
Exchange Agent
hereby waives any and all rights of lien, if any, against the
Property, except
to the extent set forth in the Indenture with respect to the
Exchange
Securities.
9. Reports to Issuer.
A. Exchange Agent shall notify, by electronic communication, the
Issuer of
the principal amount of the Restricted Securities which have
been duly tendered
since the previous report and the aggregate amount tendered
since the Effective
Date on a daily basis until the Expiration Date. Such notice
shall be delivered
in substantially the form set forth as Exhibit C.
B. Exchange Agent shall furnish to Issuer any additional
reasonable
information available to the Exchange Agent with respect to the
tender of
Restricted Securities as may be reasonably requested from time
to time in
writing.
10. Record Keeping. Each Letter of Transmittal, Restricted
Security and
any other documents received by Exchange Agent in connection
with the Exchange
Offer shall be stamped by Exchange Agent to show the date of
receipt (or if
Restricted Securities are tendered by book-entry delivery, such
form of record
keeping of receipt as is customary for tenders through ATOP)
and, if defective,
the date and time the last defect was cured or waived by the
Issuer. Exchange
Agent shall cancel certificated Restricted Securities. Exchange
Agent shall
retain all Restri
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